ATMOS ENERGY CORPORATION (NYSE:ATO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On November14, 2017, Atmos Energy Corporation (“Atmos Energy”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Goldman Sachs& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Morgan Stanley& Co. LLC, and J.P. Morgan Securities LLC (the “Managers”) with respect to the offering and sale from time to time through the Managers, as Atmos Energy’s sales agents, of shares of Atmos Energy’s common stock, no par value, having an aggregate offering price of up to $500,000,000 (the “Shares”).Sales of the Shares, if any, will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange at market prices, in block transactions or as otherwise agreed between Atmos Energy and the Managers. Under the terms of the Agreement, Atmos Energy may also sell Shares from time to time to a Manager as principal for its own account at a price to be agreed upon at the time of sale.The Agreement provides that each Manager, when it is acting as Atmos Energy’s sales agent, will be entitled to a commission of 1.0% of the gross offering proceeds of the Shares sold through such Manager. Atmos Energy has no obligation to offer or sell any Shares under the Agreement, and may at any time suspend offers and sales under the Agreement.
The Shares will be issued to Atmos Energy’s automatic shelf registration statement on FormS-3 filed with the Securities and Exchange Commission on March28, 2016 (Registration No.333-210424).
The Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of business, certain of the Managers or their respective affiliates have provided and may in the future provide commercial, financial advisory or investment banking services for Atmos Energy and its subsidiaries for which they have received or will receive customary compensation. For example, affiliates of certain of the Managers are lenders under Atmos Energy’s revolving credit facilities and dealers under Atmos Energy’s commercial paper program. To the extent Atmos Energy uses the proceeds from the offering to repay any indebtedness under its revolving credit facilities or commercial paper program, such affiliates of certain Managers will receive a portion of the proceeds from the offering.
The summary of the Equity Distribution Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit1.1 to this Current Report on Form8-K, and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
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Exhibit Number |
Description |
| 1.1 | Equity Distribution Agreement, dated as of November14, 2017, among Atmos Energy Corporation, Goldman Sachs& Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley& Co. LLC, and J.P. Morgan Securities LLC. |
| 5.1 | Opinion of Gibson, Dunn& Crutcher LLP. |
| 5.2 | Opinion of Hunton& Williams LLP. |
| 23.1 | Consent of Gibson, Dunn& Crutcher LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Hunton& Williams LLP (included in Exhibit 5.2). |
ATMOS ENERGY CORP ExhibitEX-1.1 2 d415276dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 ATMOS ENERGY CORPORATION $500,…To view the full exhibit click here
About ATMOS ENERGY CORPORATION (NYSE:ATO)
Atmos Energy Corporation is engaged primarily in the regulated natural gas distribution and pipeline businesses, as well as other nonregulated natural gas businesses. The Company operates through three segments: regulated distribution segment, which includes its regulated distribution and related sales operations; regulated pipeline segment, which includes the pipeline and storage operations of its Atmos Pipeline-Texas Division, and nonregulated segment, which includes its nonregulated natural gas management, nonregulated natural gas transmission, storage and other services. The Company’s nonregulated businesses provide natural gas management, marketing, transportation and storage services to municipalities, local gas distribution companies, including certain of its natural gas distribution divisions and industrial customers principally in the Midwest and Southeast.